Bloom Energy Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s fiscal 2025 named executive officer compensation as disclosed in the proxy statement. Management and the Compensation Committee present this as a single, overall endorsement of the pay program—including base salary, annual cash incentive (ACI), long-term equity awards (RSUs and PSUs), and other elements—designed to attract, retain and align executives with pay-for-performance objectives. The Compensation Discussion and Analysis explains the program changes for 2025 (e.g., ACI funding ranges up to 200% of target, alignment of PSU metrics to product revenue growth and product gross margin, and increased maximum PSU payout) and the rationale for CEO-specific awards granted in December 2024 (the 2025 Equity Package and Replacement Grant) intended to retain and incentivize the CEO on long-term strategic objectives. Management argues disclosure of forward-looking numerical PSU targets could cause competitive harm, but provides retrospective and interim performance disclosures showing strong 2025 results (notably 41.1% product revenue growth and achievement of matrix outcomes yielding elevated PSU payouts for 2025). Because the vote is advisory, the Board and Compensation Committee will consider results but are not bound to them; the Board recommends a “FOR” vote, stating it values stockholder feedback and will continue engagement. Evaluating the merits requires weighing strong reported operational performance and apparent alignment of incentives against stockholder concerns about large CEO awards, multi-year vesting with limited numeric target disclosure, and potential dilution and retention effects; the proxy emphasizes robust governance processes (independent compensation consultant, committee oversight, clawback/recoupment policies) as mitigating factors.

This management proposal seeks shareholder approval to amend the Restated Certificate of Incorporation to add Article XII, which would exculpate officers from monetary damages for breaches of fiduciary duty to the fullest extent allowed under Delaware law, while preserving liability for key exceptions (breach of duty of loyalty, acts not in good faith or involving intentional misconduct or knowing legal violations, transactions conferring improper personal benefit, and claims brought by the Company or derivative suits). The Board frames the change as a limited, legally permitted alignment of officer protections with existing director exculpation and argues it will enable Bloom to attract and retain experienced officers who might otherwise be deterred by personal liability risks and defense costs, especially given the Company’s complex, policy-driven industry and rapid growth. The amendment includes a supermajority protection for future changes (two-thirds vote to amend Article XII), which the Board says balances managerial protection with stockholder oversight. From a governance perspective, this narrows the universe of claims subject to monetary recovery against officers (stockholder direct claims) while leaving intact oversight routes and indemnification; critics may view expanded exculpation as reducing accountability for senior management, so the company emphasizes carve-outs and board/committee oversight as mitigants. For investors assessing the proposal, the material considerations include the limited scope of exculpation under Delaware law, the potential talent attraction and litigation-cost benefits claimed by the Board, and the trade-off in perceived enforceability of executive accountability. Given the Board’s rationale, recommended “FOR” vote, and the amendment’s conditional structure (supermajority for future change), the proposal represents a governance trade-off that investors should evaluate in the context of Bloom’s independent-board composition, existing oversight controls, and industry-specific litigation risk.

This management proposal seeks a housekeeping amendment to the Restated Certificate of Incorporation to remove obsolete references to Class B common stock (which converted into Class A common stock in July 2023 and were retired in November 2023) and to make conforming changes, including restating Article IV to reflect a single class called Common Stock and to update authorized share language. The Company describes the change as non-material and procedural, with no effect on shareholder rights; the Board recommends a "FOR" vote as the amendment simplifies and modernizes the charter text and eliminates outdated dual-class references. For investors, this is a low-risk administrative measure that reduces potential confusion in corporate documents and aligns the charter with the post-sunset capital structure; it does not alter economic or voting rights. The required vote threshold is a two-thirds supermajority, reflecting that the amendment touches fundamental charter provisions. Given its technical nature and the Company’s representation that no substantive rights are changed, the proposal is typically uncontroversial and likely to be supported absent unusual objections.